Common use of Financing Covenant Clause in Contracts

Financing Covenant. (a) Seller agrees to use commercially reasonable efforts to provide such cooperation as may be reasonably requested by Buyer, at Buyer’s expense and solely as an accommodation to Buyer, in connection with the arrangement of any financing to be consummated with respect to the transactions contemplated hereby; provided that (i) such requested cooperation does not unreasonably interfere with the ongoing operations of Seller and its Affiliates and (ii) none of Seller and its Affiliates shall have any liability or obligation under any agreement or document related to such financing or otherwise be required to incur any liability or obligation in connection with such financing. (b) Buyer shall be responsible for all fees and expenses related to any financing to be consummated in connection with the transactions contemplated hereby. Accordingly, notwithstanding anything to the contrary in Section 7.6, Buyer shall promptly reimburse Seller and its Affiliates, as applicable, for all out-of-pocket costs and expenses (including attorneys’ fees) incurred by Seller and its Affiliates in connection with such cooperation or otherwise in connection with any such financing. Buyer shall indemnify and hold harmless Seller and its Affiliates and their respective Representatives from and against any and all losses, damages, obligations or liabilities suffered or incurred by them in connection with any such financing and any information utilized in connection therewith.